Sale of the LLC definition

Sale of the LLC means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Principal Investors and their respective Affiliates) in the aggregate acquire(s), directly or indirectly, (i) Equity Securities possessing the voting power (other than voting rights accruing only in the event of a default or breach) to elect a majority of the LLC’s Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Equity Securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company Group’s assets determined on a consolidated basis.
Sample 1
Sale of the LLC means any transaction or series of transactions pursuant to which any Person other than an Investor acquires, directly or indirectly (whether by purchase, merger, consolidation, reorganization, combination, or otherwise) (i) a majority of the outstanding equity securities of the LLC or (ii) all or substantially all of the business and assets of the LLC’s and its Subsidiaries’ determined on a consolidated basis; provided that all of Unitholders receive their Pro Rata Share of the total proceeds of such transaction(s) (treating all cash, the Market Value of any Marketable Securities and any other consideration received by Unitholders as being the Fair Market Value of the business and assets of the LLC); and provided that a Qualified Public Offering shall not constitute a Sale of the LLC.
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Sale of the LLC means either: (i) a transaction or series of related transactions in which a person, or a group of related persons, acquires Shares from the Members representing more than fifty percent (50%) of the outstanding voting power of the LLC (a “Share Sale”); or (ii) a transaction that qualifies as a Deemed Liquidation Event.
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Examples of Sale of the LLC in a sentence

  • According to the Applicant, the Sale of the LLC Interests to the Unions and the exercisewhereby the Unions would purchase the Fund’s LLC Interest, would constitute violations of section 406(a)(1)(A) and(D) of ERISA, because the Unions are parties in interest with respect to the Fund under section 3(14)(D) of ERISA.

  • Accordingly, the Applicant requests exemptive relief from sections 406(a)(1)(A) and 406(a)(1)(D) of ERISA for the initial Sale of the LLC Interests by the Fund to each of the Unions and for the subsequent Sale of the Fund’s LLC Interest to the Unions upon the exercise of the Put Right.

  • In the event that any portion of the Value Units does not become eligible to participate in distributions pursuant to Section 4.1(a) upon the first occurrence of a Sale of the LLC, after taking into account distributions from the LLC or proceeds from the sale of Units in connection with such Sale of the LLC, such portion of such Value Units shall automatically be canceled without payment therefor.

  • The rights and obligations set forth in this Section 10.2 shall not apply to, and shall terminate upon the first to occur of, an initial Qualified Public Offering and a Sale of the LLC.

  • The rights and obligations set forth in this Article XI shall immediately terminate upon the closing of the LLC’s initial Public Offering; provided, that that the provisions of Section hereof will continue after the closing of any Sale of the LLC to the extent necessary to enforce the provisions of Section 11.03 with respect to such Sale of the LLC.

  • Unless otherwise set forth in an agreement between such Management Unitholder or Operating Unitholder, as applicable, and the LLC, the Board, in its sole and absolute discretion, may elect, immediately prior to the occurrence of a Sale of the LLC, to accelerate the vesting of any then-unvested Value Units then held by any Management Unitholder or Operating Unitholder (and not previously forfeited).

  • According to the Applicant, the Sale of the LLC Interests to the Unions and the exercise of the Put Right by the Independent Fiduciary on behalf of the Fund wherebythe Unions would purchase the Fund's LLC Interest, wouldconstitute violations of section 406(a)(1)(A) and (D) of ERISA, because the Unions are parties in interest with respect to the Fund under section 3(14)(D) of ERISA.

  • Any such request by the holders of the Required Interest may be withdrawn at any time and may be made contingent upon the consummation of such Sale of the LLC.

  • As set forth in Iowa Code section 279.51(1)“c,” school districts receiving awards shall, at a minimum, provide activities and materials designed to encourage children’s self-esteem, provide role modeling and mentoring techniques in social competence and social skills, and discourage inappropriate drug use.

  • The term of the Asset Management Agreement will commence on the Financial Closing Date and continue until the earlier to occur of December 31, 2001 or the Sale of the LLC Interests or Assets by Highstar.


More Definitions of Sale of the LLC

Sale of the LLC means a sale of the outstanding Shares or assets of the LLC by the holder(s) thereof to any Person (other than the LLC, any Subsidiary of the LLC, or Helpful Alliance) pursuant to which such party or parties acquire (i) a majority of the outstanding vested Shares of the LLC (whether by merger, consolidation, sale or Transfer of Shares or otherwise) or (ii) all or substantially all of the LLC’s assets determined on a consolidated basis.
Sample 1
Sale of the LLC means the sale of the LLC, including in one or more series of related transactions, to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the LLC constituting a majority of the Common Units of the LLC (whether by merger, consolidation, sale or transfer of the LLC’s outstanding interests or Units, or otherwise) or (ii) all or substantially all of the LLC’s consolidated assets.
Sample 1
Sale of the LLC means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Principal Investors and their respective Affiliates) in the aggregate acquire(s), directly or indirectly, (i) Equity Securities possessing the voting power (other than voting rights accruing only in the event of a default or breach) to elect a majority of the LLC’s Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Equity Securities, securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company Group’s assets determined on a consolidated basis. “Securities” means notes, stocks, limited liability company equity interests, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit- sharing agreement, partnership interests, beneficial interests in trusts, collateral-trust certificates, pre-organization certificates or subscriptions, transferable shares, investment contracts, voting-trust certificates, certificates of deposit for securities, equity interests, notional principal contracts and certificates of interest or participation in, temporary or interim certificates for, receipts for or warrants or rights or options to subscribe to or purchase or sell any of the foregoing, and any other items commonly referred to as securities. “Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations. Any reference herein to a specific section, rule, or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law. “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations. Any reference herein to a specific section, rule, or regulation of the Securities Exchange Act shall be deemed to include any corresponding provisions of future law. “Seller” shall have the meaning set forth in the DPN Purchase Agreement. “Sellers’ Representative” shall have the meaning set forth in the DPN Purchase Agreement. “Service” means, with respect to any Operating Unitholder, service to the LLC or any of its Subsidiaries (including service as a consultant, director or officer of such Person), in each case to the extent such Operating Unitholder was appoint...
Sample 1
Sale of the LLC means a single transaction or group of related transactions between the Company and/or the Securityholders and/or the direct or indirect members or Shareholders of the Securityholder and any Person or group of related Persons pursuant to which such Person or group of related Persons will (i) acquire Securityholder Securities or equity securities of Carrier One, as the case may be, possessing the voting power to elect a majority of the Board of Directors of the relevant company, (ii) consummate a merger or consolidation as a result of which the Securityholders who own Securityholder Securities or other voting securities or the members or shareholders of Carrier One who own voting equity securities of Carrier One prior to such transaction(s) shall own less than 50% of the voting securities of the surviving Person or its parent or (iii) acquire (by sale, merger, consolidation or similar event) all or substantially all of the Company's assets or the assets of Carrier One, as applicable, (determined on a consolidated basis) including by way of a transfer of shares of one or more Subsidiaries.
Sample 1
Sale of the LLC means any transaction or series of transactions that constitutes a Restricted Combination Transaction or sale of all or substantially all the assets of the Company.
Sample 1

Related to Sale of the LLC

  • Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

  • Sale of the Artwork means the transfer of title and ownership of the Artwork to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Sale of the Corporation means (i) the sale of all or substantially all of the Corporation's assets to a Person who is not an Affiliate of the Corporation, (ii) the sale or transfer of the outstanding capital stock of the Corporation to one or more Persons who are not Affiliates of the Corporation, or (iii) the merger or consolidation of the Corporation with or into another Person who is not an Affiliate of the Corporation, in each case in clauses (ii) and (iii) above under circumstances in which the holders of a majority in voting power of the outstanding capital stock of the Corporation, immediately prior to such transaction, own less than a majority in voting power of the outstanding capital stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Corporation (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the consolidated assets of the Corporation shall be deemed a Sale of the Corporation.

  • Sale of the Painting means the transfer of title and ownership of the Painting to an un-Affiliated third-party and receipt by the Company of value therefor as determined by the Board.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Initial Funding Date means the Funding Date on which the first Loan is made pursuant to this Agreement, as specified in the Initial Borrower Funding Request.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period:

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • IPO Closing Date means the closing date of the IPO.

  • Hostile Acquisition means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, and as to which such approval has not been withdrawn.